Worthy
by Zsocca
Summary: Many had wondered about what lays behind that visor. Megatron is no exception. One-shot


**I had this plot bunny thing. Dunno what inspired it, first one-shot of my life, but I wanted to type this up. It's a relationship-exploration sort of fic with many headcanons.**

 **Set somewhere during the Orion Pax episodes.**

 **Warnings: I do not own TFP or its characters! My native language is not English, sorry folks.**

* * *

"No."

Megatron frowned at the short answer. When was the last time Soundwave said _'no'_? Had his third in command ever refused any of the warlord's commands? The pause following the firm reply stretched into an uncomfortable silence.

The silver mech scolded himself inwardly. Why did he ask _that_ again anyway? He blamed it on Optimus for bringing it up in the first place.

Optimus, or rather Orion Pax, who joined the Decepticons not so long ago just had his first tour inside the ship. Megatron escorted him around personally, making sure nothing suspicious catches the librarian's attention.

Orion had many questions. Of course he had, he wouldn't be the little observant mech he used to be without this old curiousness which once made the warlord smile. Orion was always hungry for answers. When a question mark popped up in his processor, he would do anything and make research until he found the answers.

The ex-autobot leader wondered why were nameless drones hanging all around, why was the lighting in the ship so horrible, why was everybody staring after him when he passed by and so many other things.

On their route Megatron explained everything carefully, filling the naive mech's processor with carefully formed lies. One of the warlord's stories was interrupted when Soundwave appeared on the corridor. The silent mech barely made any noises like his pedes weren't even touching the floor.

Orion's optics widened, recognizing the familiar dark armored friend but remembering him a bit differently.

"Soundwave!" he stepped forward, touching the smaller mech's shoulder in a friendly way, making the third in command flinch.

Soundwave had to remind himself of his role in Megatron's game. They were playing the past. In other words Orion believed that Soundwave is his old self who was used to having the librarian in his personal space at times. The Soundwave of the present didn't like it. The presence of Optimus Prime made him more alerted than he usually was and he surveyed the security cameras with utter attention all day.

"You-you are different!" Orion ran his surprised look over the dark blue mech's figure, taking in the odd sight, "What happened to you?"

Megatron was confused at first, then he remembered what kind of Soundwave Orion Pax used to know.

"He chose to abandon his heavy armor in exchange for wings. Don't worry Orion, nothing bad happened to him."

Orion nodded, showing that he understood. His gaze remained on the third in command though, as if he still had questions.

"Is there something important to report, Soundwave?" Megatron asked before the librarian could and his TIC nodded, showing different files on his visor. The warlord leaned closer, humming to himself as he quickly read through.

"Good. Continue. You are dismissed."

Soundwave silently turned around and left like he did his job well, once again making almost no sounds in his wake.

Orion followed the dark mech with his gaze, his thoughts circling around a few old things he used to think a lot about.

"Is something on your processor, Orion?" Megatron asked, almost softly.

"Yes…It is said that everything changes. But aside from having a thinner body now, Soundwave never changes. It makes me wonder how or am I missing something."

The smaller mech raised his thoughtful look to the warlord who let a smug smirk spread on his face. He used to smile sincerely but he erased even the urge of it ever since he took his position as the Deception leader.

"Soundwave embodies everything what a deception should be. He is a role-model, he serves as an example for everyone. It's his duty to _never_ change."

Megatron always wondered what he would do without his right hand mech, the most trustworthy and selflessly loyal comrade he has ever had by his side…and he had to realize that things wouldn't work without Soundwave at all.

"I think silencing ourselves forever and hiding our faces is a bit too much to ask," Orion looked a bit worried.

"I never asked him to shut his mouth or hide his face," Megatron chuckled, "He chose himself."

Orion fell into silence to think things over again.

"…But why would anyone chose to hide from the world like that? Have you ever wondered about that?" it was an innocent question, yet it made the warlord stiffen, "About what lays behind the visor?"

Megatron felt an odd feeling enter his spark as a flash of memory flew over before his optics. It had been a long time ago. Did it happen at all? Or was it his own fantasy? No, it sure was real, he made sure he will remember it well later.

Of course he had wondered. But unlike many others, he got what he wanted at the end.

Without minding Orion's questions, he let the thread of memory bring him back to the past for a few moments…

.

.

.

 _It was always tricky to get into Soundwave's quarters. Megatron had visited the shorter mech a few times before, but only to inform him and he usually stopped at the doorstep. That room was full of minicons and the warlord never made it a secret how little he trusted those tiny cybertronians. They had always meant trouble. He only put up with them because Soundwave was obsessively protective of each one. Plus they proved to be useful when it came to surveillance._

 _This time however, Megatron intended to enter, leave the doorstep and invade that personal space._

 _With the Decepticon movement's growth, danger grew as well and the ex-gladiator started sorting out certain bots in their ranks. The ones in dangerous high positions and the ones who might mean danger to him or the cause. He spent more time with those closest to him, making sure they were as loyal to him as they claimed to be._

 _Megatron never doubted Soundwave. The shorter mech was an exceptional favorite, someone who he considered a close friend despite the fact that they had never addressed their relationship as such. Warriors were never good with these kind of "attachment" things, especially when it came down to wording them. He was no exception. Megatron had gone through a lot, most of it alone, counting only on his own strength and wits. But ever since Soundwave joined him, Megatron has always counted on two. Himself and Soundwave._

 _The dark armored mech was always covering his back and the soon-to-be-warlord knew that he is never going to lose as long as Soundwave is by his side. Even if the whole movement fell, he would never be alone._

 _It made Megatron feel safe._

 _Well, until he started wondering how Soundwave looks like. You can't trust someone whose face you have never seen, right? This excuse sounded a bit stupid but Megatron knew it's something he must know. Soundwave was an enigma waiting to be solved._

 _So here he was, knocking at the door and staring impatiently at the cold metal which separated him from hidden secrets._

 _It was a mistake to sink into such deep thoughts and he recoiled just in time when a sword's blade appeared from nowhere and pointed right between his optics. When did the door open…?_

 _"_ _Megatron?" Soundwave's deep voice was almost emotionless, despite the obvious surprise at finding his master at the door. He lowered the sword and questioningly tilted his head, "Visit: unexpected."_

 _"_ _I know," Megatron recollected his composure, making a note to never come to Soundwave's quarters without announcing it first, "I wanted to talk about…something personal."_

 _The shorter mech silently stood for a moment longer like he was not going to let the silver mech in, but then he stepped aside and made an inviting gesture with the sword. Megatron entered with a respectful nod towards his most loyal servant as he passed by him._

 _The room was large and furnitured for someone in higher caste than mere gladiators. It made him smirk with pleasure because it reminded him of how he and the gladiators have just killed off their owners a few days ago and took over the cozy buildings that were left empty after the ambush. Soundwave also chose a fancy room for himself for the time being, even though all deceptions knew that the headquarters will soon be moved to somewhere else._

 _Megatron ran a quick look around, noting how the brutal gladiator weapons ruined the image of the luxurious living room. Good. Just like he expected._

 _"_ _Where are your minicons?" he asked, not even bothering to hide the slightly amused tone in his voice. Actually, he was happy not to have them around._

 _"_ _Duty: surveillance," Soundwave answered shortly, following his master with slow steps. He was slightly confused. Megatron never visited him inside his quarters. It was a gladiator-code: do not enter other's room. A tiny room for yourself is all the privacy you have in the pits of Kaon so respect it._

 _"_ _Good," Megatron mumbled, running a hand over the large and rough-edged shield which laid on the table in the middle of the room. Some of the scars on it were his handiwork and he was proud when he looked at them._

 _Soundwave stopped behind him, keeping the two meters distance just like every mech with a wise processor would. No matter how much he trusted his master, he could never be careful enough. His life has been about survival all this time. Always be alerted. This rule already burned itself into the very core of his spark._

 _"_ _I've been thinking Soundwave," Megatron continued, collecting his thoughts. He continued to watch the shield while showing his back towards the smaller mech, making it clear how much trust he put into Soundwave by standing in such a vulnerable position. It was a golden rule: never turn your back on a fellow gladiator._

 _The silent mech listened without making a move._

 _"_ _You are my most loyal follower. You are an unparalleled mech with talents our cause is in great need of and you offered your services to me with devotion I've never seen before. You earned my respect and trust."_

 _Soundwave still showed no emotion, just like ever._

 _"_ _Yet I have a request. I need to know the mech who has been by my side all this time. I would like to see you optic to optic," Megatron slowly turned around, his look not threatening like Soundwave first expected._

 _Often, Soundwave was threatened, ordered, begged to show his face. He always refused. In the arena he quickly learned the tactical advantage of being invisible. Without a facial expression, he was always on top of his enemies. He showed no weakness, fear or confusion. He was unreadable while his opponents were all like an open book._

 _The visor soon became one of his attributes. The crowd liked the mysterious faceless mech and soon he became famous for such a trait. Gladiator owners supported those who the spectators loved in more ways than other warriors with less fame. A gray, boring mech would never catch their eye. But an enigma?_

 _Soundwave used this advantage to rise higher in the ranks. The higher you get, the better armor and weaponry you receive. Owners tended to keep the favorites alive for the profit they gained. Becoming famous was a way of survival as well and his silence and visor made a good job at making him well-known._

 _He almost never took his visor off. His face became a treasured secret only he and his minicons knew. Soundwave was sure he would never take his visor off for someone unworthy…._

 _Soundwave's fingers twitched after the request left Megatron's mouth. It wasn't an order, or a threat and it wasn't begging either. Just a simple request._

 _Of course, he wasn't fooled by the compliments of his master which were only thrown at him to make him feel more comfortable about this. Megatron was a talented speaker for a reason._

 _A minute of tensed silence passed before he actually replied:_

 _"_ _Is that your wish?"_

 _"_ _Yes. I mean no disrespect and I will keep this between us," Megatron assured him, his ruby optics scanning the edges of Soundwave's face intently._

 _Another silent minute went by until Soundwave reached for the blank visor. If there was a person worthy to behold the sight of his face, then it was the master he served until the last drop of his energon._

 _A soft click could be heard when the visor detached and his hand carefully removed it. Long forgotten light and air touched his smooth, dark gray face. There was nothing extraordinary here. Purple optics with black outlines, thin eyebrows and a tightly closed slender mouth._

 _He raised his look to meet wide optics. Megatron was staring at him in shock but Soundwave said nothing and waited instead._

 _"_ _Y-you…I never thought that you are this young!" the silver mech stepped closer, trying to believe that these young features belonged to the experienced warrior he had got to know. Soundwave had been a gladiator for longer than Megatron so he had no doubt that the shorter mech was the older one._

 _Soundwave raised an eyebrow._

 _"_ _I mean, you have been here eons before I first arrived to the Pits."_

 _"_ _I have always been here. Megatron has been a miner before the arena and is older," Soundwave replied without emotion._

 _It was strange to see his mouth moving, not to mention that piercing, observing gaze which looked at Megatron like it was looking into him. The silver mech tried to guess the younger's age because he found it rude to ask but he couldn't tell for sure. There was a huge age gap between them for sure._

 _Megatron admired how fearlessly and calmly Soundwave stared at him like there was nothing to be afraid of. The shorter mech beamed confidence and his optics hid rough experiences from fierce battles. Wiser than most of his comrades in his age. Megatron liked it. The deeper his optics bore into Soundwave's the more he liked them. Those optics were as mysterious and blank as meaningful and story-telling. Just like Soundwave himself._

 _His whole body was deceiving. At first sight, you see a robust mech with thick gladiator armor, strong hands capable of shredding metal into pieces with a single movement. He looks menacing from far. But when you go closer, you start to see the gaps in the armor, you get a glimpse of the thin protoform, his real body beneath it, and you realize how small and scrawny he really is._

 _It made the silver mech admire his loyal servant even more. Megatron had advantage of his own strength and weight because these features were born with him, but Soundwave possessed no such things naturally._

 _Yet he was close to beat Megatron in the arena that day._

 _Soundwave stiffened when he noticed the grey hand reaching for his face as it wanted to touch his cheek with a thumb. The dark armored mech's own hand moved quickly and his fingers tightly clenched around Megatron's wrist as he caught it. Megatron let out a surprised gasp._

 _Soundwave's optics emitted fire, telling a lot more than disapproval. He respected his master enough not to slap the hand away but his look sent a clear message: no touch._

 _Megatron pulled his arm back and quickly posted a smirk on his face to ease the sudden tension in the air._

 _"_ _You never cease to amaze me, Soundwave."_

 _The shorter mech raised the visor and attached it back to its place. His face had seen enough sunlight for today._

 _"_ _I have no doubt in you and I count on your trustworthiness. Your faceplate will be our secret."_

 _Soundwave only nodded in silence and Megatron already missed seeing those optics._

 _"_ _Tomorrow we have an important meeting with Shockwave. Make sure everything goes smoothly," the silver mech stepped away, shifting back to his usual commander-mode which Soundwave was better used to._

 _Megatron headed for the door with large steps, not sparing a glance back as he left without saying good bye. He got what he wanted. He became one of the very few who ever set optics on the mysterious Soundwave's face._

.

.

.

"…tronus? Megatronus!" Orion waved a hand before Megatron's blank expression and the warlord blinked in surprise.

"Yes?" he growled. He didn't like it when someone interrupted his train of thoughts.

"You were spacing out."

"Ah, I remembered something insignificant, pardon me," Megatron waved a hand dismissively and started walking.

Orion followed him doubtfully and his blue optics continued to examine the larger mech's face. The warlord was lying this time, he could tell for sure.

…

Two vehicons left just when Megatron entered the dark room where a certain slender figure was working obediently like always.

The doors hissed when they closed behind his back and he wondered why was he even here. Sure, that memory and Orion's words brought him here but what was the point?

"Soundwave," he called the name much softer than he usually did and Soundwave turned around silently. He tilted his head, noticing the difference in the tone of the voice.

"Orion Pax had mentioned some interesting things and they made me wonder as well. It might sound abrupt, but I would like you to take off your visor."

Soundwave stood like a statue, looking at the warlord in confusion. What would be the point of _that_? Why all of a sudden? Many other questions popped up in his head, but one thing was sure.

"No."

Megatron went mute. What? When was the last time Soundwave said _'no'_ ? Has he ever said no? He had no memories of such a thing. Actually, he needed a few moments to recollect his composure. He wasn't used to rejection from Soundwave and it felt horribly wrong.

"And why is that?" he stepped closer, making it look like he was threatening the smaller mech now.

Soundwave stubbornly remained where he was.

"No," he repeated the recorded word.

Megatron frowned. He didn't understand why would his third in command refuse to show his face since the warlord had already seen it once. He was about to reach a hand out but the small movement made Soundwave's fists clench. A sign which Megatron knew well.

He let his hand down and his optics narrowed. They stared at each other in complete silence for a few minutes before Megatron stepped back.

"I see. Continue your work then."

He was fuming when he exited the room. If anyone saw this! He didn't even want to think of the consequences. Soundwave has never disobeyed him before!

But then again…he didn't order anything. It was a request.

Something wasn't right and Megatron's spark restlessly pulsed in its chamber. Orion was wrong. Something has changed.

…

Soundwave turned back to the screens and raised his servos, ready to type but his thin fingers didn't move. Megatron's sudden appearance and request not only surprised but also upset him. Normally, he would do anything his lord asks.

But not _that_.

Those times are gone.

Soundwave closed his optics and let the memory fill his spark with regret. So many things has changed during the war… He remained loyal to his vows, his confidence never wavered. But Megatron has changed drastically. The warlord turned Cybertron's civil conflict into a personal war and the original motivation was left rusting somewhere in the back of every Decepticon's processor. Megatron has gone down the road to a point where Soundwave didn't find him worthy of looking behind the visor anymore.

Soundwave's optics opened and his fingers began to swiftly move over the keyboard. Nothing was lost yet. There was a cause to serve. A broken, bruised cause with a desperately longed victory at the end. A hope which was worth fighting for. A reason which Megatron gave him a long time ago to sacrifice his spark for.

And sometime in the future, maybe there will be a day when he will show his face to Megatron once again….and never cover it anymore.

* * *

 **This sounded shorter in my head. ^-^'**

 **Was this depressive? I hope not. I just explore this unique relationship between Megs and Soundy, and I love their history together.**

 **Thanks for reading! I find it difficult to write Megatron, I'm still getting warmed up to his character so if you noticed any OOC-neess, please forgive me!**

 **Reviews and critiques are always welcomed! :D**


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